--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-013297" form_type: "8-K" ticker: "VGAS" cik: "0001841425" company_name: "Verde Clean Fuels, Inc." filed_at: "2023-02-21T23:59:59+00:00" generated_at: "2026-06-19T07:16:31.597515+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Verde Clean Fuels completes business combination with CENAQ; begins trading on Nasdaq ## Summary - Closed business combination on Feb 15, 2023; CENAQ renamed to Verde Clean Fuels, Inc. - Received $32M PIPE investment; issued 3.2M Class A shares to PIPE investors. - 15,403,880 public shares redeemed for ~$158.8M ($10.31/share); remaining trust $19.03M. - Post-combination: 9,358,620 Class A shares and 22,500,000 Class C shares outstanding. - Bluescape Clean Fuels Holdings holds 73.14% of combined company; CENAQ Sponsor 17.37%; Cottonmouth 6.28%. ## SEC filing metadata - accession: 0001213900-23-013297 - form_type: 8-K - ticker: VGAS - cik: 0001841425 - company_name: Verde Clean Fuels, Inc. - filed_at: 2023-02-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 3.02, 9.01, 4.01, 3.03, 5.01, 5.02, 5.03, 5.06, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/ea173809-8k_verde.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-013297 - JSON: https://secwatch.observer/filing/0001213900-23-013297.json - Plain text: https://secwatch.observer/filing/0001213900-23-013297.txt ## Key facts - Executive change David Bullion resigned as director at Verde Clean Fuels, Inc.. - Action: resigned - Role: director source text: each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Executive change Michael S. Bahorich resigned as director at Verde Clean Fuels, Inc.. - Action: resigned - Role: director source text: each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Executive change Denise DuBard resigned as director at Verde Clean Fuels, Inc.. - Action: resigned - Role: director source text: each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Executive change Benjamin Francisco Salinas Sada resigned as director at Verde Clean Fuels, Inc.. - Action: resigned - Role: director source text: each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Executive change J. Russell Porter resigned as Chief Executive Officer and Director at Verde Clean Fuels, Inc.. - Action: resigned - Role: Chief Executive Officer and Director source text: J. Russell Porter resigned from his positions as CENAQ’s Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Executive change John B. Connally III resigned as Chairman at Verde Clean Fuels, Inc.. - Action: resigned - Role: Chairman source text: John B. Connally III resigned from his position as CENAQ’s Chairman evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Executive change Michael J. Mayell resigned as Chief Financial Officer and Director at Verde Clean Fuels, Inc.. - Action: resigned - Role: Chief Financial Officer and Director source text: Michael J. Mayell resigned from his position as CENAQ’s Chief Financial Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Governance Changes Verde Clean Fuels, Inc.: Company ceased to be a shell company as a result of the Business Combination (effective 2023-02-21). - Change: shell status - Effective: 2023-02-21 source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Governance Changes Verde Clean Fuels, Inc.: Filed Fourth A&R Charter with Delaware to change name to Verde Clean Fuels, Inc (effective 2023-02-21). - Change: charter amendment - Effective: 2023-02-21 source text: In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws "). Pursuant to the filing of the Fourth A&R Charter, the Company changed its name to "Verde Clean Fuels, Inc." evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Governance Changes Verde Clean Fuels, Inc.: Adopted amended and restated bylaws in connection with the Closing (effective 2023-02-21). - Change: bylaw amendment - Effective: 2023-02-21 source text: In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws "). evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - M&A Transactions Verde Clean Fuels, Inc. underwent a change of control involving Bluescape Clean Fuels Holdings, LLC (closed 2023-02-15). - Action: change of control - Counterparty: Bluescape Clean Fuels Holdings, LLC - Closing: 2023-02-15 source text: The Business Combination was completed on February 15, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm - Material Agreements Verde Clean Fuels, Inc. entered into Fourth Amended and Restated Charter with Verde Clean Fuels valued at Fourth Amended and Restated Charter filed (effective 2023-02-16). - Action: entry - Agreement: asset purchase - Counterparty: Verde Clean Fuels - Value: Fourth Amended and Restated Charter filed - Effective: 2023-02-16 source text: Pursuant to the terms of the Business Combination Agreement, at Closing, Verde Clean Fuels filed the Fourth A&R Charter. evidence_url: https://www.sec.gov/Archives/edgar/data/1841425/000121390023013297/0001213900-23-013297-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.